NASDAQ Moves Closer to Major Restructuring

Jan. 25, 2001 (PLANSPONSOR.com) - The NASDAQ stock
market has moved a step closer to its planned reorganization
and re-capitalization which was overwhelmingly supported by
the NASD membership in an April 2000 vote.

In an action today, the Nasdaq and the NASD raised over
$180 million in the second phase of its private placement,
making this transaction the fourth largest equity offering
in December 2000, according to the exchange.

Combined, Phase I and Phase II raised $516 million-$326
million for Nasdaq and $190 million for the NASD.

The two phases combined would be the fourth largest
reported private equity transaction for 2000. If all of the
warrants sold in both phases are fully exercised, the NASD
will receive an additional $627 million over the next five
years and approximately 60 percent of Nasdaq will be in the
hands of over 2,900 investors.

“With the completion of this extended and careful
restructuring process, the NASD will be able to focus
solely on its historical role of industry self-regulation,
financially strengthened and properly independent,” said
Robert Glauber, NASD’s CEO and President. “We will now be
better positioned to deliver the tough and fair regulation
on which investors rely, with the efficiency the firms and
markets we oversee have a right to expect.”

Glauber said that once exchange registration is granted,
the NASD has committed to vote those Nasdaq shares over
which it has control “in a manner proportional to the votes
cast by the other Nasdaq shareholders.”

Glauber also said the NASD intends to sell off its
remaining minority Nasdaq position “expeditiously in an
orderly fashion and subject to market conditions.”